Exhibit 4.79(g)


 


STOCK
PLEDGE AGREEMENT


 


THIS STOCK PLEDGE AGREEMENT (this “Agreement”) is made as of 9 June,
2004, by Tipperary Oil & Gas Corporation, a Texas corporation (“TOGC”),
and Slough Estates USA Inc., a Delaware corporation (“Slough”; TOGC and
Slough are sometimes collectively referred to herein as “Debtors” and
each individually as “Debtor”), in favor of ANZ Fiduciary Services Pty
Ltd, as Security Trustee of the trust established under the Security Trust Deed
(described in the Facilities Agreement) (herein called “Secured Party”).


 


RECITALS:


 


WHEREAS, Tipperary Oil & Gas (Australia) Pty Limited (“Borrower”),
Debtors, Tipperary CSG Inc. (“TCSG”), Tipperary Corporation (“TC”),
Slough Estates plc, Australia and New Zealand Banking Group Limited, as Agent,
and as Working Capital Facility Provider, BOS International (Australia)
Limited, as Technical Bank, Secured Party, Tipperary Pastoral Company Pty Ltd
(“Pastoral”), each of the parties listed as Hedge Providers, and each of
the financial institutions listed as financiers (collectively, the “Financiers”),
are parties to the Comet Ridge Project Facilities Agreement of even date
herewith (as from time to time amended, supplemented, or restated, the “Facilities
Agreement”); and


 


WHEREAS, pursuant to the Finance Documents further described in the
Facilities Agreement, Security Beneficiaries have agreed to extend credit to
Borrower; and


 


WHEREAS, in order to induce Security Beneficiaries to extend such
credit pursuant to the Finance Documents, Debtors have agreed to grant to
Secured Party, for the benefit of Security Beneficiaries and other Secured
Beneficiaries, a security interest in the Collateral as defined herein; and


 


WHEREAS, combined, Debtors own one hundred percent (100%) of the issued
and outstanding shares of common stock of Borrower, Slough owns sixty two
percent (62%) of the issued and outstanding shares of common stock of TC, TOGC
owns one hundred percent (100%) of the issued and outstanding shares of common
stock of TCSG; and


 


WHEREAS, the Board of Directors of each of TOGC and Slough has
determined that the execution, delivery and performance of this Agreement may
reasonably be expected to benefit such Debtor, directly or indirectly, and are
in the best interests of such Debtor;


 


NOW, THEREFORE, in consideration of the premises, of the benefits which
will inure to Debtors from Security Beneficiaries’ extensions of credit under
the Finance Documents, and of Ten Dollars and other good and valuable
consideration, the receipt and sufficiency of all of which are hereby
acknowledged, and in order to induce Security Beneficiaries to extend credit
under the Finance Documents, Debtors hereby agree with Secured Party for the
benefit of each Security Beneficiary and Secured Party as follows:


 


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AGREEMENTS


 


ARTICLE I — Definitions and References


 


Section 1.1.  General
Definitions.  As used herein, the
terms “Agreement”, “Debtor”, “Debtors”, “Secured Party”, “Slough”, “TOGC”,
“Borrower”, “Pastoral” and”Facilities Agreement” shall have the meanings
indicated above, and the following terms shall have the following meanings:


 


“Collateral” means all property, of whatever type, which is
described in Section 2.1 as being at any time subject to a security
interest granted hereunder to Secured Party.


 


“Commitment” means the agreement or commitment by Security
Beneficiaries to make loans or otherwise extend credit to Borrower under the
Finance Documents, and any other agreement, commitment, statement of terms or
other document contemplating the making of loans or advances or other extension
of credit by Security Beneficiaries or Secured Party to or for the account of
Borrower which is now or at any time hereafter intended to be secured by the
Collateral under this Agreement.


 


“Issuer” means any issuer of Pledged Shares and any successor of
such Issuer.


 


“Financiers” means the Persons who are from time to time
“Financiers” as defined in the Facilities Agreement.


 


“Guaranty” means that certain Guaranty of even date herewith between
TC, TOGC, TCGS and Slough as Guarantors and Secured Party as Guaranty Trustee.


 


“Hedge Providers” means the Persons who are from time to time
“Hedge Providers” as defined in the Facilities Agreement.


 


“Future Shares” means Shares in or issued by the Borrower, TCSG
or Tipperary Pastoral which, after the date of this Agreement, become owned
legally or beneficially by a Debtor or by anyone (including a trustee, nominee,
broker or agent) for a Debtor.


 


“New Rights” means:


 


(a)                                  the
right, title and interest of each Debtor in all money, dividends, interest,
allotments, offers, benefits, privileges, rights, bonuses, Shares, stock,
debentures, distributions or rights to take up securities in connection with
Borrower, TCSG or Tipperary Pastoral; or


 


(b)                                 rights
of each Debtor consequent on any conversion, redemption, cancellation,
reclassification, forfeiture, consolidation or subdivision in connection with
Borrower, TCSG or Tipperary Pastoral; or


 


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(c)                                  rights
of each Debtor consequent on a reduction of capital, liquidation or scheme of
arrangement, in connection with the Present Shares or Future Shares, present
and future.


 


“Other Liable Party” means any Person, other than Debtor, who
may now or may at any time hereafter be primarily or secondarily liable for any
of the Secured Obligations or who may now or may at any time hereafter have
granted to Secured Party or Security Beneficiaries a Lien upon any property as
security for the Secured Obligations.


 


“Permitted Encumbrance” has the meaning assigned to such term in
the Facilities Agreement.


 


“Person” means an individual, corporation, general partnership,
limited partnership, limited liability company, association, joint stock
company, trust or trustee thereof, estate or executor thereof, court,
administrative agency, or any other legally recognizable entity.


 


“Pledged Shares” has the meaning given it in
Section 2.1(a).


 


“Present Shares” means the present and future right, title and
interest of a Debtor to or in all Shares of or issued by the Borrower, TCSG or
Tipperary Pastoral as described on Exhibit A.


 


“Secured Obligations” shall have the meaning given it in
Section 2.2.


 


“Security Beneficiary” means the Agent (for its own account or
for the account of another Security Beneficiary), the Secured Party (for its
own account or for the account of another Security Beneficiary), each
Financier, each Hedge Provider, the Technical Bank, the Working Capital
Facility Provider, and each other person the Secured Party and the Borrower
agree in writing from time to time is a Security Beneficiary (for its own
account or for the account of another Security Beneficiary).


 


“Share” means shares, stock units or units in the capital of a
company.


 


“UCC” means the Uniform Commercial Code in effect in the State
of Texas on the date hereof.


 


Section 1.2.  Incorporation
of Other Definitions.  Reference is
hereby made to the Facilities Agreement for a statement of the terms
thereof.  All capitalized terms used in
this Agreement which are defined in the Facilities Agreement and not otherwise
defined herein shall have the same meanings herein as set forth therein.  All terms used in this Agreement which are
defined in the UCC and not otherwise defined herein or in the Facilities
Agreement shall have the same meanings herein as set forth therein and for
those not defined therein which are defined in the Security Trust Deed (as
described in the Facilities Agreement), shall have the meanings when used
therein, except where the context otherwise requires.  The parties intend that the terms used herein which are defined
in the UCC have, at all times, the broadest and most inclusive meanings
possible, subject to applicable law.  If
the UCC shall in the future be amended or held by a court to define any term
used herein more narrowly, or less inclusively, than the UCC in


 


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effect on the date hereof, such amendment or holding shall be
disregarded in defining terms used herein.


 


Section 1.3.  Attachments.  All exhibits or schedules which may be
attached to this Agreement, as initialed (or executed) by the parties are a
part hereof for all purposes.


 


Section 1.4.  Amendment
of Defined Instruments.  Unless the
context otherwise requires or unless otherwise provided herein, references in
this Agreement to a particular agreement, instrument or document (including,
but not limited to, references in Section 2.1) also refer to and include
all renewals, extensions, amendments, modifications, supplements or restatements
of any such agreement, instrument or document, provided that nothing contained
in this Section shall be construed to authorize any Person to execute or
enter into any such renewal, extension, amendment, modification, supplement or
restatement.


 


Section 1.5.  References
and Titles.  All references in this
Agreement to Exhibits, Articles, Sections, subsections, and other subdivisions
refer to the Exhibits, Articles, Sections, subsections and other subdivisions
of this Agreement unless expressly provided otherwise.  Titles appearing at the beginning of any
subdivision are for convenience only and do not constitute any part of any such
subdivision and shall be disregarded in construing the language contained in this
Agreement.  The words “this Agreement”,
“herein”, “hereof”, “hereby”, “hereunder” and words of similar import refer to
this Agreement as a whole and not to any particular subdivision unless
expressly so limited.  The phrases “this
Section” and “this subsection” and similar phrases refer only to the Sections
or subsections hereof in which the phrase occurs.  The word “or” is not exclusive, and the word “including” (in all
of its forms) means “including without limitation”.  Pronouns in masculine, feminine and neuter gender shall be
construed to include any other gender, and words in the singular form shall be
construed to include the plural and vice versa unless the context otherwise
requires.


 


ARTICLE II
— Security Interest


 


Section 2.1.  Grant of
Security Interest.  As collateral
security for all of the Secured Obligations, Debtors hereby pledge to Secured
Party and grant to Secured Party a continuing security interest, for the
benefit of each Security Beneficiary and individually, in and to all right,
title and interest of the following:


 


(a)  Pledged Shares.  All of the following, whether now or
hereafter existing, which are owned by each Debtor or in which each Debtor
otherwise has any rights:  the Present
Shares, the Future Shares and the New Rights.


 


(b) Pledged Documents. 
Each present and future agreement (whether written or not) between the
Borrower, TCSG or Tipperary Pastoral and a Debtor (whether or not there are
other parties to such an agreement) under which an obligation to pay money is
owed by the Borrower, TCSG or Tipperary Pastoral to a Debtor and all present
and future instruments (negotiable or otherwise) in connection with each such
agreement including all choses in action existing at the


 


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date of this Agreement or which arise after that time in favour of a
Debtor in connection with those agreements.


 


(c)  All amounts and all
obligations which at any time, for any reason or circumstance in connection
with any agreement, transaction, engagement, document, instrument (negotiable
or otherwise), event, act, omission, matter or thing whatsoever, whether at
law, in equity, under statute or otherwise (and whether or not of a type within
the contemplation of the parties at the date of this Agreement) are payable,
are owing but not currently payable, are contingently owing, or remain unpaid,
as the case may be, by the Borrower, TCSG or Tipperary Pastoral to a Debtor;
provided, however, that nothing in this paragraph 2.1(c) shall be deemed to
create a security interest in (1) any receivables between TOGC and TC, (2) any
receivables between TC and Slough, and (3) any receivables between TOGC and
Slough.


 


(d)  Proceeds.  All proceeds of any and all of the foregoing
Collateral; excluding proceeds of intercompany debt received by a Debtor in
accordance with the terms of the Facilities Agreement and the Subordination
Deed during any period of time when no Event of Default or Potential Event of
Default has occurred and is continuing.


 


In each case, the foregoing shall be covered by this Agreement, whether
each Debtor’s ownership or other rights therein are presently held or hereafter
acquired and however such Debtor’s interests therein may arise or appear
(whether by ownership, security interest, claim or otherwise).


 


Section 2.2.  Secured
Obligations Secured.  The security
interest created hereby in the Collateral constitutes continuing collateral
security for all of the following obligations, indebtedness and liabilities,
whether now existing or hereafter incurred or arising:


 


(a) Finance Document Indebtedness.  The payment by Borrower, as and when due and payable, of all
amounts from time to time owing by Borrower under or in respect of any of the
Finance Documents.


 


(b)  Guaranteed Indebtedness.  As to TOGC, the payment by Debtors, as and
when due and payable, of all amounts from time to time owing by Debtors under
or in respect of their guaranty in the Facilities Agreement, that certain
Guaranty, and the due performance by Debtors of all of their other respective
obligations under or in respect of the Facilities Agreement and the other
Finance Documents.  As to Slough, the
payment by Slough, as and when due and payable, of all amounts from time to
time owing by Slough under or in respect of its guaranty in the Facilities
Agreement, that certain Guaranty, and the due performance by Slough of all of
its respective obligations under or in respect of the Facilities Agreement and
other Finance Documents.


 


(c)  Renewals.  All renewals, extensions, amendments,
modifications, supplements, or restatements of or substitutions for any of the
foregoing.


 


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As used herein, the term “Secured Obligations” refers to all present
and future indebtedness, obligations and liabilities of whatever type which are
described above in this section, including any interest which accrues after the
commencement of any case, proceeding, or other action relating to the
bankruptcy, insolvency, or reorganization of Debtors.  Debtors hereby acknowledge that the Secured Obligations are owed
to the various Security Beneficiaries and that each Security Beneficiary is
entitled to the benefits of the Liens given under this Agreement.  It is the intention of each Debtor and
Secured Party that this Agreement not constitute a fraudulent transfer or
fraudulent conveyance under any state or federal law that may be applied
hereto.  Each Debtor and, by its
acceptance hereof, Secured Party hereby acknowledges and agrees that,
notwithstanding any other provision of this Agreement: (a) the indebtedness secured
hereby shall be limited to the maximum amount of indebtedness that can be
incurred or secured by such Debtor without rendering this Agreement subject to
avoidance under Section 548 of the United States Bankruptcy Code or any
comparable provisions of any applicable state or federal law, and (b) the
Collateral pledged by such Debtor hereunder shall be limited to the maximum
amount of Collateral that can be pledged by such Debtor without rendering this
Agreement subject to avoidance with respect to such Debtor under
Section 548 of the United States Bankruptcy Code or any comparable
provisions of any applicable state or federal law.


 


ARTICLE III
— Representations, Warranties and Covenants


 


Section 3.1.  Representations
and Warranties.  Each Debtor hereby represents
and warrants to Secured Party and Security Beneficiaries (except in relation to
matters disclosed to Secured Party and Security Beneficiaries by the relevant
party and accepted by Secured Party in writing, or disclosed and accepted in
some other manner with which Secured Party agrees) as follows:


 


(a)  Security Interest.  Debtors have and will have at all times full
right, power and authority to grant a security interest in the Collateral to
Secured Party as provided herein, free and clear of any Lien, adverse claim, or
encumbrance, except for a Permitted Encumbrance.  This Agreement creates a valid and binding first priority
security interest in favor of Secured Party in the Collateral, which security
interest secures all of the Secured Obligations.


 


(b)  Perfection.  The taking possession by Secured Party of
all certificates, instruments and cash constituting Collateral from time to
time will perfect, and establish the first priority of, Secured Party’s
security interest hereunder in the Collateral securing the Secured
Obligations.  No further or subsequent
filing, recording, registration, other public notice or other action is
necessary or desirable to perfect or otherwise continue, preserve or protect
such security interest or protect such security interest in the state of
organization of the relevant Debtor except (i) for continuation statements
described in UCC Section 9.515(d), (ii) for filings required to be filed
in the event of a change in the name, identity, or corporate structure of Debtors,
or (iii) in the event any financing statement filed by Secured Party relating
hereto otherwise becomes inaccurate or incomplete.


 


(c)  Pledged Shares.  Debtors have delivered to Secured Party all
certificates evidencing Pledged Shares. 
All such certificates are valid and genuine and have not been
altered.  All shares


 


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and other securities constituting the Pledged Shares have been duly
authorized and validly issued, are fully paid and non-assessable, and were not
issued in violation of the preemptive rights of any Person or of any agreement
by which any Debtor or the Issuer thereof is bound.  All documentary, stamp or other taxes or fees owing in connection
with the issuance, transfer or pledge of Pledged Shares (or rights in respect
thereof) have been paid.  No
restrictions or conditions exists with respect to the transfer, voting or
capital of any Pledged Shares.  The
Pledged Shares constitute the percentage of the class of issued shares of
capital stock which is indicated on Exhibit A. 
No Issuer of any Pledged Shares has any outstanding stock rights, rights
to subscribe, options, warrants or convertible securities outstanding or any
other rights outstanding whereby any Person would be entitled to have issued to
him capital stock of such Issuer.  The
Pledged Shares do not constitute “margin stock” as such term is defined in
Regulation U promulgated by the Board of Governors of the Federal Reserve
System.


 


Section 3.2.  General
Covenants Applicable to Collateral. 
Unless Secured Party shall otherwise consent in writing, Debtors will at
all times comply with the covenants contained in the Facilities Agreement which
are applicable to Debtors for so long as any part of the Secured Obligations or
the Commitment is outstanding.  In
addition, Debtors will comply with the covenants contained in this
Section 3.2 at all times.


 


(a)  Delivery of Pledged
Shares.  All instruments,
certificates, and writings evidencing the Pledged Shares shall be delivered to
Secured Party on or prior to the execution and delivery of this Agreement,
together with a true and correct copy of the articles of incorporation and
bylaws of each Issuer and all amendments and supplements thereto.  All other certificates, instruments, or
writings hereafter evidencing or constituting Pledged Shares, and all
amendments or supplements to the articles of incorporation or bylaws of any
Issuer (whether or not authorized hereunder), shall be delivered to Secured
Party promptly upon the receipt thereof by or on behalf of each Debtor.  All such Pledged Shares shall be held by or
on behalf of Secured Party pursuant hereto and shall be delivered in suitable
form for transfer by delivery with any necessary endorsement or shall be
accompanied by fully executed instruments of transfer or assignment in blank,
all in form and substance reasonably satisfactory to Secured Party.


 


(b)  Proceeds of Pledged
Shares.  If Debtors shall receive,
by virtue of their being or having been an owner of any Pledged Shares, any (i)
stock certificate (including any certificate representing a stock dividend or
distribution in connection with any increase or reduction of capital,
reorganization, reclassification, merger, consolidation, sale of assets,
combination of shares, stock split, spinoff or split-off), promissory note or
other instrument or writing; (ii) option or right, whether as an addition
to, substitution for, or in exchange for, any Pledged Shares, or otherwise;
(iii) dividends payable in cash (except such dividends permitted to be retained
by Debtors pursuant to Section 4.8 hereof) or in securities or other
property, or (iv) dividends or other distributions in connection with a partial
or total liquidation or dissolution or in connection with a reduction of
capital, capital surplus or paid-in surplus, each Debtor shall receive the same
in trust for the benefit of Secured Party, shall segregate it from such
Debtor’s other property, and shall promptly deliver it to Secured Party in the
exact form received, with any necessary endorsement or appropriate stock powers
duly executed in blank, to be held by Secured Party as Collateral.


 


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(c)  Status of Pledged Shares.  The certificates evidencing the Pledged
Shares shall at all times be valid and genuine and shall not be altered.  The Pledged Shares at all times shall be
duly authorized, validly issued, fully paid, and non-assessable, and shall not
be issued in violation of the pre-emptive rights of any Person or of any
agreement by which any Debtor or the Issuer thereof is bound and shall not be
subject to any restrictions with respect to transfer, voting or Capital of such
Pledged Shares, except as may be disclosed to Secured Party, by Debtors, on
Exhibit B.


 


(d)  Dilution of Shareholdings.  Debtors will not cause (through any action
or inaction) the issuance of (i) any additional shares of any class of capital
stock of any Issuer (unless immediately upon issuance the same are pledged and
delivered to Secured Party pursuant to the terms hereof to the extent necessary
to give Secured Party a first priority security interest after such issue in at
least the same percentage of such Issuer’s outstanding shares as Debtors had
before such issue), (ii) any securities convertible voluntarily by the holder
thereof or automatically upon the occurrence or non-occurrence of any event or
condition into, or exchangeable for, any such shares of capital stock, or (iii)
any warrants, options, contracts or other commitments entitling any Person to
purchase or otherwise acquire any such shares of capital stock not outstanding
as of the date of this Agreement.


 


(e)  Restrictions on Pledged
Shares.  Debtors will not enter into
any agreement creating, or otherwise permit to exist, any restriction or
condition upon the transfer, voting or control of any Pledged Shares.


 


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ARTICLE IV — Remedies, Powers and
Authorizations


 


Section 4.1.  Normal
Provisions Concerning the Collateral.


 


(a) Authorization to File Financing Statements and Further
Assurances.  Each Debtor hereby
irrevocably authorizes Secured Party at any time and from time to time to file,
without the signature of such Debtor, in any jurisdiction (including without
limitation any international jurisdiction deemed necessary by Secured Party
including any jurisdiction in Australia) any amendments to existing financing
statements and any initial financing statements and amendments thereto and any
registration forms that (a) indicate the Collateral; (b) contain any other
information required by subchapter E of Chapter 9 of the UCC for the
sufficiency or filing office acceptance of any financing statement or
amendment, including whether such Debtor is an organization, the type of
organization and any organization identification number issued to Debtor; and
(c) are necessary to properly effectuate the transactions described in the
Finance Documents, as determined by Secured Party in its reasonable
discretion.  Each Debtor agrees to
furnish any such information to Secured Party promptly upon request.  Each Debtor further agrees that a carbon,
photographic or other reproduction of this Agreement or any financing statement
describing any Collateral is sufficient as a financing statement and may be
filed in any jurisdiction by Secured Party. 
Each Debtor will, at its expense as from time to time requested by
Secured Party, promptly execute and deliver all further instruments,
agreements, filings and registrations and take all further action in order to
perfect, register and protect the security interests and rights created or
purported to be created hereby or to maintain or upgrade in rank the priority
of such security interests and right including without limitation registering
such security interests and rights in any international jurisdiction deemed
necessary by Secured Party including Australia, and to enable Secured Party to
exercise and enforce its rights and remedies hereunder or to give Secured Party
the full benefits of the rights and remedies described in or granted under this
Agreement.


 


(b)  Power of Attorney.  Each Debtor hereby irrevocably appoints
Secured Party as Debtor’s attorney-in-fact and proxy, with full authority in
the place and stead of such Debtor and in the name of Debtor or otherwise, upon
an Event of Default which shall have occurred and be continuing, to take any
action, and to execute or indorse any instrument, certificate or notice, which
Secured Party may deem necessary or advisable to accomplish the purposes of
this Agreement including any action or instrument: (i) to request or instruct
each Issuer (and each registrar, transfer agent, or similar Person acting on
behalf of each Issuer) to register the pledge or transfer of the Collateral to
Secured Party; (ii) to otherwise give notification to any Issuer, registrar,
transfer agent, financial intermediary, or other Person of Secured Party’s
security interests hereunder; (iii) to ask, demand, collect, sue for, recover,
compound, receive and give acquittance and receipts for moneys due and to become
due under or in respect of any of the Collateral; (iv) to receive, indorse and
collect any drafts or other instruments or documents; (v) to enforce any
obligations included among the Collateral; and (vi) to file any claims or take
any action or institute any proceedings which Secured Party may deem necessary
or desirable for the collection of any of the Collateral or otherwise to
enforce, perfect, or establish the priority of the rights of Secured Party with
respect to any of the Collateral.  Each
Debtor hereby acknowledges that such power of attorney and proxy are coupled
with an interest, and are irrevocable.


 


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(c)  Performance by Secured
Party.  If Debtors fail to perform
any agreement or obligation contained herein, Secured Party may itself perform,
or cause performance of, such agreement or obligation, and the reasonable
expenses of Secured Party incurred in connection therewith shall be payable by
Debtors under Section 4.4.


 


(d)  Collection.  Secured Party shall have the right at any
time, upon the occurrence and during the continuance of an Event of Default, to
notify (or require Debtors to notify) any or all Persons (including any Issuer)
obligated to make payments which are included among the Collateral (whether
accounts, general intangibles, dividends, or otherwise) of the assignment
thereof to Secured Party under this Agreement and to direct such obligors to
make payment of all amounts due or to become due to Debtors thereunder directly
to Secured Party and, upon such notification and at the expense of Debtors and
to the extent permitted by law, to enforce collection thereof and to adjust,
settle or compromise the amount or payment thereof, in the same manner and to
the same extent as Debtors could have done. 
After Debtors receive notice that Secured Party has given (and after
Secured Party has required Debtors to give) any notice referred to above in
this subsection:


 


(i) all amounts and proceeds (including instruments and writings)
received by Debtors in respect of such rights to payments, accounts, or general
intangibles shall be received in trust for the benefit of Secured Party
hereunder, shall be segregated from other funds of Debtors and shall be
forthwith paid over to Secured Party in the same form as so received (with any
necessary indorsement) to be, at Secured Party’s discretion, either (A) held as
cash collateral and released to Debtors upon the remedy of all Events of
Default, or (B) if any Event of Default shall have occurred and be continuing,
applied as specified in Section 4.3, and


 


(ii) Debtors will not adjust, settle or compromise the amount or
payment of any such account or general intangible or release wholly or partly
any account debtor or obligor thereof (including any Issuer) or allow any
credit or discount thereon.


 


Section 4.2.  Event of
Default Remedies.  If an Event of
Default shall have occurred and be continuing, Secured Party may from time to
time in its discretion, without limitation and without notice except as expressly
provided below:


 


(a)  exercise in respect of the
Collateral, in addition to any other rights and remedies provided for herein,
under the other Finance Documents or otherwise available to it, all the rights
and remedies of a secured party on default under the UCC (whether or not the
UCC applies to the affected Collateral);


 


(b)  require Debtors to, and
Debtors hereby agree that they will at their expense and upon request of
Secured Party, promptly assemble all books, records and information of Debtors
relating to the Collateral at a place to be designated by Secured Party which
is reasonably convenient to both parties;


 


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(c)  reduce its claim to
judgment or foreclose or otherwise enforce, in whole or in part, the security
interest created hereby by any available judicial procedure;


 


(d)  dispose of, at its office,
on the premises of Debtors or elsewhere, all or any part of the Collateral, as
a unit or in parcels, by public or private proceedings, and by way of one or
more contracts (it being agreed that the sale of any part of the Collateral
shall not exhaust Secured Party’s power of sale, but sales may be made from
time to time, and at any time, until all of the Collateral has been sold or
until the Secured Obligations have been paid and performed in full), and at any
such sale it shall not be necessary to exhibit any of the Collateral;


 


(e)  buy (or allow one or more
of the Security Beneficiaries to buy) the Collateral, or any part thereof, at
any public sale;


 


(f)  buy (or allow one or more
of the Security Beneficiaries to buy) the Collateral, or any part thereof, at
any private sale if the Collateral is of a type customarily sold in a
recognized market or is of a type which is the subject of widely distributed
standard price quotations; and


 


(g)  apply by appropriate
judicial proceedings for appointment of a receiver for the Collateral, or any
part thereof, and Debtors hereby consent to any such appointment.


 


Debtors agree that, to the extent notice of sale shall be required by
law, at least ten (10) days’ written notice to Debtors of the time and place of
any public sale or the time after which any private sale is to be made shall
constitute reasonable notification. 
Secured Party shall not be obligated to make any sale of Collateral
regardless of notice of sale having been given.  Secured Party may adjourn any public or private sale from time to
time by announcement at the time and place fixed therefor, and such sale may,
without further notice, be made at the time and place to which it was so
adjourned.


 


Section 4.3.  Application
of Proceeds.  If any Event of
Default shall have occurred and be continuing, Secured Party may in its
discretion apply any cash held by Secured Party as Collateral, and any cash proceeds
received by Secured Party in respect of any sale of, collection from, or other
realization upon all or any part of the Collateral, to any or all of the
following in such order as Secured Party may (subject to the rights of Security
Beneficiaries under the Facilities Agreement) elect:


 


(a)  To the repayment of the
reasonable costs and expenses, including reasonable attorneys’ fees and legal
expenses, incurred by Secured Party in connection with (i) the administration
of this Agreement, (ii) the custody, preservation, use or operation of, or the
sale of, collection from, or other realization upon, any Collateral, (iii) the
exercise or enforcement of any of the rights of Secured Party hereunder, or
(iv) the failure of Debtors to perform or observe any of the provisions hereof;


 


(b)  To the payment or other
satisfaction of any Liens, encumbrances, or adverse claims upon or against any
of the Collateral;


 


11

















 


(c)  To the reimbursement of
Secured Party for the amount of any obligations of Debtors or any Other Liable
Party paid or discharged by Secured Party pursuant to the provisions of this
Agreement or the other Finance Documents, and of any expenses of Secured Party
payable by Debtor hereunder or under the other Finance Documents;


 


(d)  As set forth in the Comet
Ridge Project Security Deed and the Facilities Agreement;


 


(e)  By holding the same as
Collateral;


 


(f)  To the payment of any other
amounts required by applicable law (including any provision of the UCC); and


 


(g)  By delivery to Debtors or
to whoever shall be lawfully entitled to receive the same or as a court of
competent jurisdiction shall direct.


 


Section 4.4. Indemnity and Expenses.  In addition to, but not in qualification or
limitation of, any similar obligations under other Finance Documents:


 


(a)  Debtors will indemnify Secured Party and
each Security Beneficiary from and against any and all claims, losses and
liabilities growing out of or resulting from this Agreement (including
enforcement of this Agreement), WHETHER OR NOT SUCH CLAIMS, LOSSES AND
LIABILITIES ARE IN ANY WAY OR TO ANY EXTENT CAUSED BY OR ARISING OUT OF SUCH
INDEMNIFIED PARTY’S OWN NEGLIGENCE OR STRICT LIABILITY, except to the extent
such claims, losses or liabilities are proximately caused by such indemnified
party’s individual gross negligence or willful misconduct.


 


(b)  Debtors will upon demand
pay to Secured Party the amount of any and all costs and expenses, including
the reasonable fees and disbursements of Secured Party’s counsel and of any
experts and agents, which Secured Party may incur in connection with (i) the
transactions which give rise to this Agreement, (ii) the preparation of
this Agreement and the perfection and preservation of this security interest created
under this Agreement, (iii) the administration of this Agreement;  and (iv) the custody, preservation, use or
operation of, or the sale of, collection from, or other realization upon, any
Collateral, except expenses resulting from Secured Party’s individual gross
negligence or willful misconduct. 
Debtors will also upon demand pay to Secured Party the amount of any and
all costs and expenses, including the fees and disbursements of Secured Party’s
counsel and of any experts and agents, which Secured Party may incur in
connection with (i) the exercise or enforcement of any of the rights of
Secured Party hereunder; or (ii) the failure by Debtors to perform or observe
any of the provisions hereof, except expenses resulting from Secured Party’s
individual gross negligence or willful misconduct.


 


Section 4.5.  Non-Judicial
Remedies.  In granting to Secured
Party the power to enforce its rights hereunder without prior judicial process
or judicial hearing, Debtors expressly waive, renounce and knowingly relinquish
any legal right which might otherwise require Secured Party to enforce its
rights by judicial process.  In so
providing for non-judicial remedies, Debtor


 


12

















 


recognizes and concedes that such remedies are consistent with the
usage of trade, are responsive to commercial necessity, and are the result of a
bargain at arm’s length.  Nothing herein
is intended, however, to prevent Secured Party from resorting to judicial process
at its option.


 


Section 4.6  Limited
Recourse.  The liability of each
Debtor to pay any amount under this Agreement may be discharged from, and the
recourse of the Secured Party or any Security Beneficiary with respect to such
Debtor (in respect of such liability) is limited to, only the Collateral,
despite anything else to the contrary herein, or in any of the Finance
Documents, and only subject to the terms of this Section 4.6. The Secured
Party or any Security Beneficiary may (a) do anything necessary to enforce its
rights in connection with the Collateral, and (b) take proceedings to obtain
(i) an injunction or other order to restrain any breach of the Finance
Documents by Debtor, or (ii) declaratory relief or some other similar judgment
or order as to the obligations of a Debtor under the Finance Documents.  The Secured Party or any Security
Beneficiary may not seek to recover any shortfall in the amounts owing to it
under this Agreement by applying to have Debtor wound up.  Notwithstanding the foregoing, the Secured
Party or any Security Beneficiary may take action against either TOGC or
Slough, individually, beyond the Collateral through any proceeding for all
loss, damage and expense suffered or incurred by the Secured Party or any
Security Beneficiary as a result of any of the following events:


 


(a)                                   such Debtor’s fraud, gross negligence or wilful
misconduct in connection with the Finance Documents; or


 


(b)                                  a
representation or warranty by or on behalf of such Debtor under any Finance
Document being found to have been incorrect or misleading when made or taken to
be made; or


 


(c)                                  such Debtor’s failure to comply with
its obligations (other than an obligation to pay money) under any Finance
Document.


 


Section 4.7.  Other
Recourse.  Debtors waive any right
to require Secured Party or any Security Beneficiary to proceed against any
other Person, to exhaust any Collateral or other security for the Secured
Obligations, to have any Other Liable Party joined with Debtors in any suit
arising out of the Secured Obligations or this Agreement, or to pursue any
other remedy in Secured Party’s power. 
Debtors further waive any and all notice of acceptance of this Agreement
and of the creation, modification, rearrangement, renewal or extension for any
period of any of the Secured Obligations of any Other Liable Party from time to
time.  Debtors further waive any defense
arising by reason of any disability or other defense of any Other Liable Party
or by reason of the cessation from any cause whatsoever of the liability of any
Other Liable Party.  This Agreement
shall continue irrespective of the fact that the liability of any Other Liable
Party may have ceased and irrespective of the validity or enforceability of any
other Finance Document to which Debtor or any Other Liable Party may be a
party, and notwithstanding any death, incapacity, reorganization, or bankruptcy
of any Other Liable Party or any other event or proceeding affecting any Other
Liable Party.  Until all of the Secured
Obligations shall have been paid in full, Debtors shall have no right to subrogation
and Debtors waive the right to enforce any


 


13

















 


remedy which Secured Party or any Security Beneficiary has or may
hereafter have against any Other Liable Party, and waives any benefit of and
any right to participate in any other security whatsoever now or hereafter held
by Secured Party.  Debtors authorize
Secured Party and each Security Beneficiary, without notice or demand, without
any reservation of rights against Debtors, and without in any way affecting
Debtors’ liability hereunder or on the Secured Obligations, from time to time
to (a) take or hold any other property of any type from any other Person as
security for the Secured Obligations, and exchange, enforce, waive and release
any or all of such other property, (b) after and during the continuation of an
Event of Default, apply the Collateral or such other property and direct the
order or manner of sale thereof as Secured Party may in its discretion
determine, (c) renew, extend for any period, accelerate, modify, compromise,
settle or release any of the obligations of any Other Liable Party in respect
to any or all of the Secured Obligations or other security for the Secured
Obligations, (d) waive, enforce, modify, amend or supplement any of the
provisions of any Finance Document with any Person other than Debtors, and (e)
release or substitute any Other Liable Party.


 


Section 4.8.  Voting
Rights, Dividends, Etc. in Respect of Pledged Shares.


 


(a)                                  So long as no Event
of Default shall have occurred and be continuing:


 


(i) 
Debtors may exercise any and all voting and other consensual rights
pertaining to the Pledged Shares or any part thereof for any purpose not
inconsistent with the terms of this Agreement or any other Finance Document; provided,
however, that Debtors will not exercise or refrain from exercising any
such right, as the case may be, if Secured Party gives it notice that, in
Secured Party’s reasonable judgment, such action would have a material adverse
effect on the value of the Pledged Shares or the benefits to Secured Party of
its security interest hereunder;


 


(ii) 
Debtors may receive and retain any and all dividends or interest paid in
respect of the Pledged Shares; provided, however, that any and
all


 


(1) 
dividends and interest paid or payable other than in cash in respect of,
and instruments and other property received, receivable or otherwise
distributed in respect of or in exchange for, any Pledged Shares,


 


(2) 
dividends and other distributions paid or payable in cash in respect of
any Pledged Shares in connection with a partial or total liquidation or
dissolution or in connection with a reduction of capital, capital surplus or
paid-in surplus, and


 


(3) 
cash paid, payable or otherwise distributed in redemption of, or in exchange
for, any Pledged Shares,


 


shall be, and shall forthwith be delivered to Secured Party to hold as,
Pledged Shares and shall, if received by Debtors, be received in trust for the
benefit of Secured Party, be segregated from the other property or funds of
such Debtor, and be forthwith delivered to


 


14

















 


Secured Party in the exact form received with any necessary indorsement
or appropriate stock powers duly executed in blank, to be held by Secured Party
as Collateral; and


 


(iii) 
Secured Party will execute and deliver (or cause to be executed and
delivered) to each Debtor all such proxies and other instruments as such Debtor
may reasonably request for the purpose of enabling such Debtor to exercise the
voting and other rights which it is entitled to exercise pursuant to
subsection (a)(i) of this section and to receive the dividends which
it is authorized to receive and retain pursuant to subsection (a)(ii) of
this section.


 


(b)                                 Upon the occurrence
and during the continuance of an Event of Default:


 


(i) 
all rights of each Debtor to exercise the voting and other consensual
rights which it would otherwise be entitled to exercise pursuant to
subsection (a)(i) of this section shall, at the election of Secured
Party, cease, and all such rights shall thereupon become vested in Secured
Party which shall thereupon have the sole right to exercise such voting and
consensual rights;


 


(ii) 
all rights of each Debtor to receive and retain the dividends and
interest payments which it would otherwise be authorized to receive and retain
pursuant to subsection (a)(ii) of this section shall automatically
cease, and all such rights shall thereupon become vested in Secured Party which
shall thereupon have the sole right to receive and hold as Pledged Shares such
dividends and interest payments;


 


(iii) 
without limiting the generality of the foregoing, Secured Party may at
its option exercise any and all rights of conversion, exchange, subscription or
any other rights, privileges or options pertaining to any of the Pledged Shares
as if it were the absolute owner thereof, including, without limitation, the
right to exchange, in its discretion, any and all of the Pledged Shares upon
the merger, consolidation, reorganization, recapitalization or other adjustment
of any Issuer, or upon the exercise by any Issuer of any right, privilege or
option pertaining to any Pledged Shares, and, in connection therewith, to
deposit and deliver any and all of the Pledged Shares with any committee, depository,
transfer, agent, registrar or other designated agent upon such terms and
conditions as it may determine; and


 


(iv) 
all dividends and interest payments which are received by each Debtor
contrary to the provisions of subsection (b)(ii) of this section shall
be received in trust for the benefit of Secured Party, shall be segregated from
other funds of such Debtor, and shall be forthwith paid over to Secured Party
as Pledged Shares in the exact form received, to be held by Secured Party as
Collateral.


 


Section 4.10.  Private
Sale of Pledged Shares.  Debtors
recognize that Secured Party may deem it impracticable to effect a public sale
of all or any part of the Pledged Shares and that Secured Party may, therefore,
determine to make one or more private sales of any such securities to a
restricted group of purchasers who will be obligated to agree, among other
things, to acquire


 


15

















 


such securities for their own account, for investment and not with a
view to the distribution or resale thereof. 
Debtors acknowledge that any such private sale may be at prices and on
terms less favorable to the seller than the prices and other terms which might
have been obtained at a public sale and, notwithstanding the foregoing, agrees
that such private sales shall be deemed to have been made in a commercially
reasonable manner and that Secured Party shall have no obligation to delay sale
of any such securities for the period of time necessary to permit the Issuer of
such securities to register such securities for public sale under the
Securities Act of 1933, as amended (the “Securities Act”).  Debtors further acknowledge and agree that
any offer to sell such securities which has been (a) publicly advertised on a bona
fide basis in a newspaper or other publication of general circulation in
the financial community of Dallas, Texas (to the extent that such an offer may
be so advertised without prior registration under the Securities Act), or (b)
made privately in the manner described above to not less than fifteen (15) bona
fide offerees shall be deemed to involve a “public disposition” for the
purposes of Section 9.610(c) of the UCC (or any successor or similar,
applicable statutory provision), notwithstanding that such sale may not
constitute a “public offering” under the Securities Act, and that Secured Party
may, in such event, bid for the purchase of such securities.


 


ARTICLE V. — Miscellaneous


 


Section 5.1.  Notices.  Any notice or communication required or
permitted hereunder shall be given as provided in the Facilities Agreement.


 


Section 5.2.  Amendments.  No amendment of any provision of this
Agreement shall be effective unless it is in writing and signed by Debtors and
Secured Party, and no waiver of any provision of this Agreement, and no consent
to any departure by Debtor therefrom, shall be effective unless it is in
writing and signed by Secured Party, and then such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which given
and to the extent specified in such writing.


 


Section 5.3.  Preservation
of Rights.  No failure on the part
of Secured Party or any Security Beneficiary to exercise, and no delay in
exercising, any right hereunder or under any other Finance Document shall
operate as a waiver thereof; nor shall any single or partial exercise of any
such right preclude any other or further exercise thereof or the exercise of
any other right.  Neither the execution
nor the delivery of this Agreement shall in any manner impair or affect any
other security for the Secured Obligations. 
The rights and remedies of Secured Party provided herein and in the
other Finance Documents are cumulative and are in addition to, and not
exclusive of, any rights or remedies provided by law or otherwise.  The rights of Secured Party under any
Finance Document against any party thereto are not conditional or contingent on
any attempt by Secured Party to exercise any of its rights under any other
Finance Document against such party or against any other Person.


 


Section 5.4.  Unenforceability.  Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or invalidity without
invalidating the remaining portions hereof or thereof or affecting the validity
or enforceability of such provision in any other jurisdiction.


 


16

















 


Section 5.5.  Survival
of Agreements.  All representations
and warranties of Debtors herein, and all covenants and agreements herein shall
survive the execution and delivery of this Agreement, the execution and
delivery of any other Finance Documents and the creation of the Secured
Obligations, but expire upon the termination of this Agreement pursuant to
Section 5.8 below.


 


Section 5.6.  Other
Liable Parties.  Neither this
Agreement nor the exercise by Secured Party or the failure of Secured Party to
exercise any right, power or remedy conferred herein or by law shall be construed
as relieving any Other Liable Party from liability on the Secured Obligations
or any deficiency thereon.


 


Section 5.7.  Binding
Effect.  This Agreement creates a
continuing security interest in the Collateral and (a) shall be binding on
Debtors and their successors and assigns and (b) shall inure, together with all
rights and remedies of Secured Party hereunder, to the benefit of Secured Party
and Security Beneficiaries and their respective successors, transferees,
substitutes and assigns.


 


Section 5.8.  Termination.  It is contemplated by the parties hereto
that there may be times when no Secured Obligations are outstanding, but
notwithstanding such occurrences, this Agreement shall remain valid and shall
be in full force and effect as to subsequent outstanding Secured
Obligations.  Upon the satisfaction in
full of the Secured Obligations and the termination or expiration of the
Facilities Agreement and any other commitment of Security Beneficiaries to
extend credit or other financial accommodations (including without limitation
interest rate and currency hedges and other derivatives) to Borrower, then upon
written request for the termination hereof delivered by Debtors to Secured
Party this Agreement and the security interest created hereby shall terminate
and all rights to the Collateral shall revert to Debtors.  Secured Party will promptly and fully
thereafter, upon Debtors’ request and at Debtors’ expense, (a) return to
Debtors such of the Collateral in Secured Party’s possession as shall not have
been sold or otherwise disposed of or applied pursuant to the terms hereof free
and clear of all debts, liens, encumbrances and/or impediments by through and
under Secured Party but not otherwise, and (b) execute and deliver to Debtors
such documents as Debtors shall reasonably request to evidence such
termination.


 


Section 5.9.  Governing
Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS APPLICABLE TO
CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, EXCEPT AS
REQUIRED BY MANDATORY PROVISIONS OF LAW AND EXCEPT TO THE EXTENT THAT THE
PERFECTION AND THE EFFECT OF PERFECTION OR NON-PERFECTION OF THE SECURITY
INTEREST CREATED HEREBY HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL, ARE
GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF TEXAS.


 


17

















 


Section 5.10.  Final
Agreement.  THIS WRITTEN AGREEMENT AND THE OTHER
FINANCE DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES HERETO AND
MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT
ORAL AGREEMENTS OF THE PARTIES HERETO.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES HERETO.


 


Section 5.11.  Counterparts;
Fax.  This Agreement may be separately
executed in any number of counterparts, all of which when so executed shall be
deemed to constitute one and the same Agreement.  This Agreement may be validly executed and delivered by facsimile
or other electronic transmission.


 


Section 5.12.  “Finance
Documents”.  This Agreement is a
“Finance Document”, as defined in the Facilities Agreement, and, except as
expressly provided herein to the contrary, this Agreement is subject to all
provisions of the Facilities Agreement governing such Finance Documents.


 


Section 5.13.  Priorities.  This Section 5.13 has been inserted
solely for the purpose of Australian law and solely for the purpose of fixing
priorities in accordance with Section 282 of the Australian Corporation
Act between the security given by each Debtor in this Agreement and any other
agreement involving security given by each such Debtor and without affecting
any obligation of any Debtor under this Agreement, the prospective liabilities
secured by each security given by each Debtor in this Agreement include the
prospective liabilities of the nature specified below up to the maximum amount
specified below, for each such Debtor:


 


Nature of liabilities:


 


a.                                       the obligations
of each Debtor and each Other Liable Party to pay and repay advances under the
Finance Documents, to pay and repay the Secured Money as set forth in the
Finance Documents, and to pay under the guaranty in the Facilities Agreement
and that certain Guaranty;


 


b.                                      the obligations
of each Debtor and each Other Liable Party to pay all amounts paid under bank
guarantees issued under the Finance Documents and to indemnify against all loss
or liability in respect of them;


 


c.                                       the obligations
of each Debtor and each Other Liable Party to pay interest, fees, indemnity
amounts, costs, expenses and other amounts payable under the Finance Documents;


 


18

















 


d.                                      the obligations
of each Debtor and each Other Liable Party to pay money under Hedge Agreements
including following any close-out or termination of any of them;


 


e.                                       the obligations
of each Debtor and each Other Liability Party to pay or reimburse the Secured
Party and the Security Beneficiaries for any of their Costs (as defined in the
Facilities Agreement), indemnities, increased costs or loss incurred in
connection with the Finance Documents, including those of any attorney or any
receiver or receiver and manager, or other controller (as defined in the
Corporations Act) appointed under this Agreement.


 


Maximum amount:  A$300,000,000 (FOR EACH DEBTOR)


 


Section 5.14.                             Capacity of Secured
Party.


 


(a)                                  The Secured Party holds the benefit of this
Agreement solely in its capacity as security trustee under the Security Trust
Deed.


 


(b)                                 The Secured Party holds the benefit of this
Agreement for the Security Beneficiaries on the terms of the Security Trust
Deed and the Facilities Agreement.


 


(c)                                  The Secured Party is bound to act on the
instructions given to it pursuant to the terms of the Facilities Agreement.


 


(d)                                 Any rights which a person may have against
the Secured Party under or in respect of this Agreement are not against the
Secured Party personally but against the Secured Party solely in its capacity
as trustee of the trust established under the Security Trust Deed.


 


(e)                                  The Secured Party may not be called on and is
not liable to satisfy any obligation or liability under or in connection with
this Agreement except to the extent to which the Secured Party is entitled to
be indemnified out of the assets of the trust established under the Security
Trust Deed provided that this paragraph (e) does not apply to any obligation or
liability of the Secured Party to the extent that it is not satisfied under the
Facilities Agreement or by operation of law there is a reduction in the extent
of the Secured Party’s indemnification or exoneration out of the assets of the
trust established under the Security Trust Deed as a result of the Secured
Party’s fraud, gross negligence or willful default.


 


[THE REMAINDER OF THIS PAGE IS INTENTIONALLY
LEFT BLANK]


 


19

















 


IN WITNESS WHEREOF, Debtor has caused this Agreement to be executed and
delivered this Agreement by its officer thereunto duly authorized, as of the
date first above written.


 


	
  WITNESS:

  	
   

  	
  TIPPERARY OIL & GAS CORPORATION,

  
	
   

  	
   

  	
  a Texas corporation

  
	
  /s/ D Padmore

  	
   

  	
   

  
	
  Name:  Deanne Elizabeth
  Padmore

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ David L. Bradshaw

  	
   

  
	
   

  	
   

  	
   

  	
  Name: David Bradshaw

  	
   

  
	
   

  	
   

  	
   

  	
  Title:  Director

  	
   

  
	
   

  	
   

  	
   

  
	
  WITNESS:

  	
   

  	
  SLOUGH ESTATES USA INC.,

  
	
   

  	
   

  	
  a Delaware corporation

  
	
  /s/ June Safran

  	
   

  	
   

  
	
  Name:  June Safran

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ R. W. Rohner

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Randall W. Rohner

  	
   

  
	
   

  	
   

  	
   

  	
  Title:  Senior V.P.

  	
   

  



 


20

















 


EXHIBIT
A


 


Description of Interests in Issuers


 


	
  Issuer

  	
   

  	
  Stock
  Certificate Number

  	
   

  	
  Number of
  Shares

  	
   

  	
  Issued To

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Borrower

  	
   

  	
  #1

  	
   

  	
  19,882,305

  	
   

  	
  TOGC

  
	
  Borrower

  	
   

  	
  #4

  	
   

  	
  1,240,916

  	
   

  	
  TOGC

  
	
  Borrower

  	
   

  	
  #5

  	
   

  	
  2,231,473

  	
   

  	
  TOGC

  
	
  Borrower

  	
   

  	
  #2

  	
   

  	
  2,209,145

  	
   

  	
  Slough

  
	
  Borrower

  	
   

  	
  #3

  	
   

  	
  385,821

  	
   

  	
  Slough

  
	
  TCSG

  	
   

  	
  #1

  	
   

  	
  100

  	
   

  	
  TOGC

  



 


together with all other shares of stock issued by any Issuer now owned
or hereafter owned by Debtor


 

















 


EXHIBIT
B


 


RESTRICTIONS


 


NONE.


 


22